Registration of Additional Securities (up to 20%) (s-3mef)
07 Juli 2021 - 10:37PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
VISTA GOLD
CORP.
(Exact name of registrant as specified in its charter)
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British Columbia
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98-0542444
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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7961 Shaffer Parkway, Suite 5
Littleton, Colorado
(720) 981-1185
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Frederick Earnest
Chief Executive Officer
Vista Gold Corp.
7961 Shaffer Parkway, Suite 5
Littleton, Colorado 80127
(720) 981-1185
(Name, address,
including zip code, and telephone number, including area code, of agent for service)
Copies to:
Eric Doherty, Esq.
Borden Ladner Gervais LLP
1200 Waterfront Centre
200 Burrard Street, P.O. Box 48600
Vancouver, B.C. Canada V7X 1T2
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Jason K. Brenkert, Esq.
Dorsey & Whitney LLP
1400 Wewatta Street
Suite 400
Denver, CO 80202-5549
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From time to time after the effective date
of this registration statement
(Approximate date
of commencement of proposed sale to public)
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ¨
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please
check the following box. x
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. x File No. 333-239139
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ¨
Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition
of “accelerated filer”, “large accelerated filer” and “emerging growth company” in Rule 12b-2
of the Exchange Act (Check one):
Large
Accelerated Filer ¨ Accelerated Filer ¨ Non-Accelerated
Filer x Smaller Reporting Company x
Emerging
Growth Company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
CALCULATION OF REGISTRATION FEE
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Title of each class of securities to be registered
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Proposed
Maximum
Aggregate
Offering
Price(1)(2)
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Amount of
Registration Fee
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Common Shares, Warrants, Units
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$
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4,584,362
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$
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500.15
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Total
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$
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4,584,362
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$
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500.15
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(1)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). The registrant previously registered an aggregate of $25,000,000 of its securities on a Registration Statement on Form S-3 (File No. 333-239139) declared effective by the Securities and Exchange Commission on June 24, 2020 (the “Prior Registration Statement”). In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $4,584,362 is hereby registered, representing no more than 20% of the maximum aggregate offering price of unsold securities under the Prior Registration Statement. Includes an indeterminate number of common shares, common share purchase warrants or units of any combination thereof. This registration statement also covers common shares that may be issued upon exercise of warrants. Also includes an indeterminate number of common shares that may be issued pursuant to anti-dilution or adjustment provisions in warrants issuable hereunder. In addition, any securities registered hereunder may be sold separately or as units with other securities registered hereunder.
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(2)
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Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
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This Registration Statement shall become effective
upon filing with the Securities and Exchange Commission, in accordance with Rule 462(b) promulgated under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant
to Rule 462(b) as promulgated under the Securities Act of 1933, as amended, and includes the registration statement facing page,
this page, the signature page, an exhibit index and the required opinion and consents solely to register up to an aggregate of $4,584,362
of the registrant’s common shares, warrants and units thereof. The contents of the Prior Registration Statement, including the exhibits
and power of attorney thereto and all documents filed by the Registrant with the Securities and Exchange Commission and incorporated or
deemed to be incorporated by reference in the Prior Registration Statement, are hereby incorporated by reference in this Registration
Statement. The Prior Registration Statement continues and remains effective as to those securities registered thereunder.
The required opinion and consents are listed in
Part II, Item 16 “Exhibits” of this Registration Statement and are filed herewith.
PART II – INFORMATION NOT REQUIRED
IN PROSPECTUS
Item 16. Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized.
The registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3.
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VISTA GOLD CORP.
(Registrant)
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Dated: July 7, 2021
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By:
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/s/ Frederick H. Earnest
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Frederick H. Earnest,
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Chief Executive Officer
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Dated: July 7, 2021
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By:
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/s/ Douglas L. Tobler
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Douglas L. Tobler
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Chief Financial Officer
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POWER OF ATTORNEY
Each person whose signature appears below constitutes
and appoints each of Frederick H. Earnest and Douglas L. Tobler his or her attorney-in-fact and agent, with the full power of substitution
and resubstitution and full power to act without the other, for them in any and all capacities, to sign any and all amendments, including
post-effective amendments, and any registration statement relating to the same offering as this registration that is to be effective upon
filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, to this registration statement, and to file the
same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact, or their substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons on behalf of the Registrant in the capacities and on
the date indicated:
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Signature
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Capacity
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Date
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/s/ Michael B. Richings
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Director and Authorized Representative in the United States
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July 7, 2021
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Michael B. Richings
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/s/ Deborah J. Friedman
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Director
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July 7, 2021
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Deborah J. Friedman
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/s/ John M. Clark
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Director
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July 7, 2021
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John M. Clark
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/s/ C. Thomas Ogryzlo
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Director
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July 7, 2021
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C. Thomas Ogryzlo
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/s/ Tracy A. Stevenson
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Director
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July 7, 2021
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Tracy Stevenson
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/s/ W. Durand Eppler
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Director
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July 7, 2021
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W. Durand Eppler
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/s/ Frederick H. Earnest
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Director, Chief Executive Officer (Principal Executive Officer)
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July 7, 2021
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Frederick H. Earnest
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/s/ Douglas L. Tobler
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Chief Financial Officer (Principal Financial and Accounting Officer)
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July 7, 2021
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Douglas L. Tobler
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